Common use of Acknowledgement of Reliance Clause in Contracts

Acknowledgement of Reliance. Purchaser Parties and when applicable Certain Stockholders, acknowledge and agree that: (i) the covenants and agreements contained in Section 2, Section 3, Section 4, Section 5 and Section 6 (the “Restrictive Covenants”) are necessary, fundamental and required for the protection of the goodwill of the Company directly or indirectly acquired by Purchaser pursuant to the Merger Agreement; (ii) the Restrictive Covenants relate to matters that are of a special, unique and extraordinary value; (iii) a breach by any Purchaser Parties of any of the Restrictive Covenants applicable to any Purchaser Parties will result in irreparable harm and damages that cannot be adequately compensated by a monetary award and, accordingly, Company and Company Parties, individually or jointly and severally will be entitled to injunctive or other equitable relief to prevent or redress any such breach (without posting a bond or other security); (iv) Purchaser Representative is a direct equityholder and the sponsor of the Purchaser as of the date hereof, and, pursuant to the Merger Agreement and by virtue of the Transaction, Purchaser Representative will receive, directly or indirectly, a substantial financial benefit, or other valuable consideration, as specified in the Merger Agreement; (v) in connection with the Transaction, Purchaser Parties are entering into this Agreement and agreeing to be bound by the Restrictive Covenants; (vi) Company Parties entered into the Merger Agreement in contemplation of Purchaser Parties’ execution and delivery of this Agreement, and Company Parties would not enter into the Merger Agreement absent Purchaser Parties’ execution and delivery of this Agreement; (vii) this Agreement is being executed in connection with the execution of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement (including the Transaction), pursuant to which Purchaser will directly or indirectly acquire the Company and substantial goodwill associated therewith; and (viii) this Agreement is intended to comply with the laws of the State of Delaware and all other jurisdictions that might be deemed to be applicable hereto and which restrict or otherwise limit the enforceability of a contract that restrains a Person from engaging in a lawful profession, trade or business. Purchaser Parties hereby acknowledge that the potential harm to Company Parties of non-enforcement of this Agreement outweighs any harm to Purchaser Parties of enforcement (by injunction or otherwise) of this Agreement.

Acknowledgement of Reliance. Purchaser Parties Such IPC Party acknowledges and when applicable Certain Stockholders, acknowledge and agree agrees that: (i) the covenants and agreements contained in Section 2, Section 3, Section 4, 4 and Section 5 and Section 6 (the “Restrictive Covenants”) are necessary, fundamental and required for the protection of the goodwill of the Company and its Subsidiaries directly or indirectly acquired by Purchaser the Parent Parties pursuant to the Merger Agreement; (ii) the Restrictive Covenants relate to matters that are of a special, unique and extraordinary value; (iii) a breach by any Purchaser Parties such IPC Party of any of the Restrictive Covenants applicable to any Purchaser Parties will result in irreparable harm and damages that cannot be adequately compensated by a monetary award and, accordingly, Company and Company Parties, individually or jointly and severally the Parent Parties will be entitled to injunctive or other equitable relief to prevent or redress any such breach (without posting a bond or other security); (iv) Purchaser Representative such IPC Party is a direct equityholder and the sponsor or indirect holder of the Purchaser as of the date hereofCompany Common Stock, and, pursuant to the Merger Agreement and by virtue of the TransactionMerger, Purchaser Representative such IPC Party will receive, directly or indirectly, a indirectly receive substantial financial benefit, or payment and other valuable consideration, consideration from the Parent Parties as specified in the Merger Agreement; (v) in connection with the TransactionMerger, Purchaser Parties are such IPC Party is entering into this Agreement and agreeing to be bound by the Restrictive Covenants; (vi) Company the Parent Parties entered into the Merger Agreement in contemplation of Purchaser Parties’ such IPC Party’s execution and delivery of this Agreement, and Company the Parent Parties would not enter into the Merger Agreement absent Purchaser Parties’ such IPC Party’s execution and delivery of this Agreement; and (vii) this Agreement is being executed in connection with the execution of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement (including the Transaction), pursuant to which Purchaser will directly or indirectly acquire the Company and substantial goodwill associated therewith; and (viii) this Agreement is intended to comply with the laws of the State of Delaware and all other jurisdictions that might be deemed to be applicable hereto and which restrict or otherwise limit the enforceability of a contract that restrains a Person person from engaging in a lawful profession, trade or business. Purchaser Parties hereby acknowledge that the potential harm to Company Parties of non-enforcement of this Agreement outweighs any harm to Purchaser Parties of enforcement (by injunction or otherwise) of this Agreement.

Acknowledgement of Reliance. Purchaser Parties Principal acknowledges and when applicable Certain Stockholders, acknowledge and agree agrees that: (i) the covenants and agreements contained in Section 2, Section 3, Section 4, 4 and Section 5 and Section 6 (the “Restrictive Covenants”) are necessary, fundamental and required for the protection of the goodwill of the Company and its Subsidiaries directly or indirectly acquired by Purchaser Acquiror pursuant to the Merger Agreement; (ii) the Restrictive Covenants relate to matters that are of a special, unique and extraordinary value; (iii) a breach by any Purchaser Parties Principal of any of the Restrictive Covenants applicable to any Purchaser Parties will Principal may result in irreparable harm and damages that canmay not be adequately compensated by a monetary award and, accordingly, Company and Company Parties, individually or jointly and severally Acquiror will be entitled to seek injunctive or other equitable relief to prevent or redress any such breach (without posting a bond or other security)breach; (iv) Purchaser Representative is a direct equityholder and Principal will benefit monetarily from the sponsor consummation of the Purchaser as of the date hereof, and, pursuant to the Merger Agreement and by virtue of the Transaction, Purchaser Representative will receive, directly or indirectly, a substantial financial benefit, or other valuable consideration, as specified in the Merger AgreementMerger; (v) in connection with the TransactionMerger Agreement, Purchaser Parties are Principal is entering into this Agreement and agreeing to be bound by the Restrictive CovenantsAgreement; (vi) Company Parties Acquiror entered into the Merger Agreement in contemplation of Purchaser Parties’ Principal’s execution and delivery of this Agreement, Agreement and Company Parties Acquiror would not enter into the Merger Agreement absent Purchaser Parties’ Principal’s execution and delivery of this Agreement; and (vii) this Agreement is being executed in connection with the execution of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement (including the TransactionMerger), pursuant to which Purchaser Acquiror will directly or indirectly acquire the Company and substantial goodwill associated therewith; and (viii) this Agreement is intended to comply with the laws of the State of Delaware and all other jurisdictions that might be deemed to be applicable hereto and which restrict or otherwise limit the enforceability of a contract that restrains a Person from engaging in a lawful profession, trade or business. Purchaser Parties hereby acknowledge that the potential harm to Company Parties of non-enforcement of this Agreement outweighs any harm to Purchaser Parties of enforcement (by injunction or otherwise) of this Agreement.